Southern First Bancshares Inc 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K ☐Annual Report Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934For The Fiscal Year December 31, 2024. Or ☐Transition Report Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934For the Transition Period from ___________ to ________________Commission file number 000-27719 Southern First Bancshares, Inc. (Exact name of registrant as specified in its charter) South Carolina (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered The NASDAQ Global Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theExchange Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2024 (basedon the average bid and ask price of the Common Stock as quoted on the NASDAQ Global Market on June 30, 2024),was $224,378,032. 8,177,372 shares of the registrant’s common stock were outstanding as of March 3, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 20, 2025 areincorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Table of Contents Southern First Bancshares, Inc.Index to Form 10-K PART I Item 1.Business5Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments43Item 1C.Cybersecurity43Item 2.Properties44Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45 PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities45Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations47Item 7A.Quantitative and Qualitative Disclosures about Market Risk65 Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure110Item 9A.Controls and Procedures110Item 9B.Other Information110Item 9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections111 PART III Item 10.Directors, Executive Officers and Corporate Governance111Item 11.